ADVANCED DISPOSAL SERVICES, INC., 10-Q filed on 5/8/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 25, 2017
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Mar. 31, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q1 
 
Entity Registrant Name
Advanced Disposal Services, Inc. 
 
Entity Central Index Key
0001585790 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
88,263,804 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Current assets
 
 
Cash and cash equivalents
$ 1.7 
$ 1.2 
Accounts receivable, net of allowance for doubtful accounts of $4.3 and $4.0, respectively
169.3 
183.2 
Prepaid expenses and other current assets
31.2 
30.3 
Total current assets
202.2 
214.7 
Other assets
22.5 
23.3 
Property and equipment, net of accumulated depreciation of $1,209.2 and $1,163.0, respectively
1,683.3 
1,633.4 
Goodwill
1,200.7 
1,173.9 
Other intangible assets, net of accumulated amortization of $220.9 and $210.7, respectively
318.5 
324.6 
Total assets
3,427.2 
3,369.9 
Current liabilities
 
 
Accounts payable
70.7 
86.5 
Accrued expenses
117.6 
109.8 
Deferred revenue
61.4 
62.5 
Current maturities of landfill retirement obligations
30.2 
29.3 
Current maturities of long-term debt
56.5 
36.5 
Total current liabilities
336.4 
324.6 
Other long-term liabilities
55.5 
54.2 
Long-term debt, less current maturities
1,888.6 
1,887.0 
Accrued landfill retirement obligations, less current maturities
193.7 
161.8 
Deferred income taxes
124.8 
112.8 
Total liabilities
2,599.0 
2,540.4 
Commitments and contingencies
   
   
Equity
 
 
Common stock: $.01 par value, 1,000,000,000 shares authorized, 88,263,804 and 88,034,813 shares issued and outstanding, respectively
0.9 
0.8 
Additional paid-in capital
1,475.9 
1,470.3 
Accumulated deficit
(648.6)
(641.6)
Total stockholders' equity
828.2 
829.5 
Total liabilities and stockholders’ equity
$ 3,427.2 
$ 3,369.9 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts receivable
$ 4.3 
$ 4.0 
Accumulated depreciation property and equipment
1,209.2 
1,163.0 
Accumulated amortization other intangible assets
$ 220.9 
$ 210.7 
Common stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Common stock, shares authorized (in shares)
1,000,000,000 
1,000,000,000 
Common stock, shares issued (in shares)
88,263,804 
88,034,813 
Common stock, shares outstanding (in shares)
88,263,804 
88,034,813 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Statement [Abstract]
 
 
Service revenues
$ 347.4 
$ 333.8 
Operating costs and expenses
 
 
Operating
228.9 
213.2 
Selling, general and administrative
45.0 
45.0 
Depreciation and amortization
61.4 
60.8 
Acquisition and development costs
0.5 
0.1 
Loss on disposal of assets
0.3 
0.9 
Restructuring charges
0.8 
Total operating costs and expenses
336.1 
320.8 
Operating income
11.3 
13.0 
Other income (expense)
 
 
Interest expense
(22.5)
(34.4)
Other (expense) income, net
(0.5)
0.1 
Total other income (expense)
(23.0)
(34.3)
Loss before income taxes
(11.7)
(21.3)
Income tax benefit
(4.7)
(7.0)
Net loss
$ (7.0)
$ (14.3)
Net loss attributable to common stockholders per share
 
 
Basic loss per share (in dollars per share)
$ (0.08)
$ (0.22)
Diluted loss per share (in dollars per share)
$ (0.08)
$ (0.22)
Basic average shares outstanding (in shares)
88,136,714 
64,493,536 
Diluted average shares outstanding (in shares)
88,136,714 
64,493,536 
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
Net loss
$ (7.0)
$ (14.3)
Other comprehensive loss, net of tax
Comprehensive loss
$ (7.0)
$ (14.3)
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $)
In Millions, except Share data, unless otherwise specified
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance at Dec. 31, 2016
$ 829.5 
$ 0.8 
$ 1,470.3 
$ (641.6)
Balance (in shares) at Dec. 31, 2016
 
88,034,813 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
Net loss
(7.0)
 
 
(7.0)
Stock-based compensation
2.7 
 
2.7 
 
Stock option exercises (in shares)
 
228,991 
 
 
Stock option exercises
3.0 
0.1 
2.9 
 
Balance at Mar. 31, 2017
$ 828.2 
$ 0.9 
$ 1,475.9 
$ (648.6)
Balance (in shares) at Mar. 31, 2017
 
88,263,804 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities
 
 
Net loss
$ (7.0)
$ (14.3)
Adjustments to reconcile net loss to net cash provided by operating activities
 
 
Depreciation and amortization
61.4 
60.8 
Change in fair value of derivative instruments
0.8 
(4.1)
Amortization of interest rate cap premium
0.2 
Amortization of debt issuance costs and original issue discount
1.6 
4.9 
Accretion on landfill retirement obligations
3.6 
3.3 
Other accretion and amortization
0.9 
0.6 
Provision for doubtful accounts
1.2 
0.8 
Loss on disposition of property and equipment
0.3 
0.8 
Stock based compensation
2.7 
0.4 
Deferred tax benefit
(5.3)
(7.3)
Earnings in equity investee
(0.4)
(0.5)
Changes in operating assets and liabilities, net of businesses acquired
 
 
Decrease in accounts receivable
15.2 
9.9 
(Increase) decrease in prepaid expenses and other current assets
(0.2)
4.4 
Decrease (increase) in other assets
0.4 
(0.4)
Decrease in accounts payable
(7.8)
(3.1)
Increase in accrued expenses
5.1 
4.2 
Decrease in unearned revenue
(1.4)
(1.8)
Increase (decrease) in other long-term liabilities
1.0 
(0.6)
Capping, closure and post-closure obligations
(0.8)
(4.2)
Assumption of long term care and closure reserve
24.0 
Net cash provided by operating activities
95.3 
54.0 
Cash flows from investing activities
 
 
Purchases of property and equipment and landfill construction and development
(41.9)
(38.5)
Proceeds from sale of property and equipment
0.6 
0.4 
Acquisition of businesses, net of cash acquired
(67.9)
(1.6)
Net cash used in investing activities
(109.2)
(39.7)
Cash flows from financing activities
 
 
Proceeds from borrowings on debt instruments
87.0 
35.0 
Repayment on debt instruments, including capital leases
(75.6)
(41.1)
Proceeds from stock option exercises
3.0 
Bank overdraft
1.1 
Other financing activities
0.1 
Return of capital to former parent
(9.5)
Net cash provided by (used in) financing activities
14.4 
(14.4)
Net increase in cash and cash equivalents
0.5 
(0.1)
Cash and cash equivalents, beginning of period
1.2 
0.6 
Cash and cash equivalents, end of period
$ 1.7 
$ 0.5 
Business Operations
Business Operations
Business Operations
Advanced Disposal Services, Inc. together with its consolidated subsidiaries, as a consolidated entity, is a nonhazardous solid waste services company providing collection, transfer, recycling and disposal services to customers in the South, Midwest and Eastern regions of the United States.
The Company manages and evaluates its principal operations through three reportable operating segments on a regional basis. Those operating segments are the South, East and Midwest regions which provide collection, transfer, recycling and disposal services. Additional information related to segments can be found in Note 9.
Four acquisitions were completed during the three months ended March 31, 2017 for aggregate prices consisting of a cash purchase price, net of cash acquired, of $67.9 and notes payable of $0.7, subject to net working capital adjustments and other commitments, which are expected to be completed within approximately one year. Four acquisitions were completed during the three months ended March 31, 2016 for a cash purchase price of $1.4 and notes payable of $0.2. The results of operations of each acquisition are included in the Company's unaudited condensed consolidated statements of operations subsequent to the closing date of each acquisition. The Company is still reviewing information surrounding property and equipment, intangible assets, current liabilities and long-term liabilities related to acquisitions completed subsequent to March 31, 2016. See Note 12, Acquisitions, to our unaudited condensed consolidated financial statements for further details on acquisitions completed during the three months ended March 31, 2017.
During the three months ended March 31, 2017, the Company entered into an Asset Transfer and Liability Assumption Agreement with BFI Waste Systems of North America, LLC. The Company received a cash payment of $24.0 which was recorded as an operating cash flow. In exchange for this payment, the Company assumed certain post-closure liabilities of a closed portion of a landfill and became responsible for expenditures related to a gas infrastructure system. The assumed post-closure liabilities and expenditures related to the gas infrastructure system approximate the amount of the cash payment. The payments related to the assumed post-closure liabilities and expenditures related to the gas infrastructure system will be made in future periods.
Basis of Presentation
Basis of Presentation
Basis of Presentation
The Company’s condensed consolidated financial statements include its wholly-owned subsidiaries and their respective subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 are unaudited. In the opinion of management, these condensed consolidated financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair statement of the balance sheet, results of operations, comprehensive loss, cash flows, and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
In conformity with accounting principles generally accepted in the United States of America, the Company uses estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. The Company must make these estimates and assumptions because certain information that it uses is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing the Company's financial statements, the more subjective areas that deal with the greatest amount of uncertainty relate to: accounting for long-lived assets, including recoverability; landfill development costs, final capping, closure and post-closure costs; valuation allowances for accounts receivable and deferred tax assets; liabilities for potential litigation; claims and assessments; liabilities for environmental remediation; stock compensation; accounting for goodwill and intangible asset impairments; deferred taxes; uncertain tax positions; self-insurance reserves; and estimates of the fair value of assets acquired and liabilities assumed in any acquisition. Actual results could differ materially from the estimates and assumptions that the Company uses in preparation of its financial statements.
Recently Issued Accounting Standards

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 which simplifies the goodwill impairment test by eliminating step 2 of the quantitative assessment. Under the guidance, when a quantitative assessment is required, an entity will perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be measured as the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, entities should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amended guidance is effective for the Company on January 1, 2020 and early adoption of the standard is permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a screen to determine when a set of assets and activities is not a business. If the screen is not met, the amendments require further consideration of inputs, substantive processes and outputs to determine whether the transaction is an acquisition of a business. The new update is effective for annual periods beginning after December 15, 2017 with early adoption permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required to increase transparency and comparability among organizations. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the standard is permitted, however; the Company does not expect to early adopt the ASU. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. While the Company is still assessing the impact of this standard, it does not believe this standard will have a material impact on the Company's financial condition, results of operations or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes previous revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company anticipates adopting the standard as a cumulative effect adjustment as of the date of adoption.

To assess the impact of the standard, the Company is using internal resources to lead the implementation efforts. The Company's internal resources reviewed the amended guidance, attended training classes and consulted with other accounting professionals to assist with interpretation of the amended guidance. The Company completed a review of its municipal contracts and documented key terms. The Company is in the process of sampling additional contracts based on size and specifically identified contract characteristics that could be accounted for differently under the amended guidance. Changes to processes and internal controls are being identified to meet the standard’s reporting and disclosure requirements. The Company is still in the process of determining if the new standard will impact the timing of revenue recognition.
Landfill Liabilities
Landfill Liabilities
Landfill Liabilities
Liabilities for final closure and post-closure costs for the year ended December 31, 2016 and for the three months ended March 31, 2017 are shown in the table below:
Balance at December 31, 2015
$
193.7

Increase in retirement obligation
9.3

Accretion of closure and post-closure costs
13.0

Change in estimate
(7.4
)
Costs incurred
(17.5
)
Balance at December 31, 2016
191.1

Increase in retirement obligation
2.1

Accretion of closure and post-closure costs
3.6

Costs incurred
(0.8
)
Assumption of long term care and closure reserves
27.9

Balance at March 31, 2017
223.9

Less: Current portion
(30.2
)

$
193.7

Loss Per Share
Loss Per Share
Loss Per Share

The following table sets forth the computation of basic loss per share and loss per share, assuming dilution:

 
Three Months Ended March 31,

 
2017

2016
Numerator: (Dollars in millions)







Net loss
$
(7.0
)

$
(14.3
)
Denominator:





Average common shares outstanding
88,136,714


64,493,536


Other potentially dilutive common shares




Average common shares outstanding, assuming dilution
88,136,714


64,493,536









Net loss per share, basic
$
(0.08
)

$
(0.22
)

Net loss per share, assuming dilution
$
(0.08
)

$
(0.22
)

Basic net loss per share is based on the weighted-average number of shares of common stock outstanding for each of the periods presented. Net loss per share, assuming dilution, is based on the weighted-average number of shares of common stock equivalents outstanding adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. The Company's potentially dilutive instruments are made up of equity awards, which include stock options, restricted stock awards, and performance stock awards.

Pursuant to the FASB’s Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share, the Company includes additional shares in the computation of net income per share, assuming dilution. This is not applicable for either period presented as the Company is in a net loss position for each period. The additional shares that would be included in diluted net income per share would represent the number of shares that would be issued if all of the above potentially dilutive instruments were converted into common stock. When calculating diluted net income per share, the ASC requires the Company to include the potential shares that would be outstanding if all outstanding stock options were exercised. This number is different from outstanding stock options because it is offset by shares the Company could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent.
Approximately 3.8 million and 3.9 million of outstanding stock awards for the first quarters ended March 31, 2017 and March 31, 2016, respectively, were excluded from the diluted loss per share calculation because their effect was antidilutive.
Debt
Debt
Debt
The following table summarizes the major components of debt at each balance sheet date and provides the maturities and interest rate ranges of each major category of debt:
 
March 31,
2017
 
December 31,
2016
Revolving line of credit with lenders (Revolver), interest at applicable rate plus margin, as defined (3.88% and 4.49% at March 31, 2017 and December 31, 2016, respectively) due quarterly; balance due at maturity in November 2021
$
22.0

 
$

Term loans (Term Loan B); quarterly payments of $3.75 commencing March 31, 2017 through September 30, 2023 with final payment due November 10, 2023; interest at an alternate base rate or adjusted LIBOR rate with a 0.75% floor plus an applicable margin
1,476.3

 
1,480.0

Senior notes (Senior Notes) payable; interest at 5.625% payable in arrears semi-annually commencing May 15, 2017; maturing on November 15, 2024
425.0

 
425.0

Capital lease obligations, maturing through 2024
45.6

 
42.5

Other debt
13.9

 
15.1

 
1,982.8

 
1,962.6

Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt
(37.7
)
 
(39.1
)
Less: Current portion
(56.5
)
 
(36.5
)
 
$
1,888.6

 
$
1,887.0



All borrowings under the Term Loan B and the Revolver are guaranteed by each of the Company's current and future U.S. subsidiaries (which also guarantee the Senior Notes), subject to certain agreed-upon exemptions. All guarantors are jointly and severally and fully and unconditionally liable. There are no significant restrictions on the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan.

Revolver and Letter of Credit Facilities
As of March 31, 2017, the Company had an aggregate committed capacity of $300.0, of which $100.0 was available for letters of credit under its credit facilities. The Company’s Revolver is its primary source of letter of credit capacity and expires in 2021. As of March 31, 2017 and December 31, 2016, the Company had $22.0 and $0.0 of borrowings outstanding on the Revolver, respectively. As of March 31, 2017 and December 31, 2016, the Company had an aggregate of $42.1 and $42.1, respectively, of letters of credit outstanding under its credit facilities.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
The following table summarizes the fair values of derivative instruments recorded in the Company’s condensed consolidated balance sheets:

 
Balance Sheet Location
 
March 31, 2017
 
December 31,
2016
Derivatives Not Designated as Hedging Instruments








2016 Interest rate caps

Other long term assets

$
1.5


$
2.3

Total derivatives



$
1.5


$
2.3


The Company has not offset fair value of assets and liabilities recognized for its derivative instruments.

Interest Rate Caps
In December 2012, the Company entered into four interest rate cap agreements to hedge the risk of a rise in interest rates and associated cash flows on its variable rate debt. The interest rate caps expired in various tranches through fiscal 2016. The Company recorded a premium of $5.0 in other assets in the condensed consolidated balance sheets and amortized the premium to interest expense based upon decreases in time value of the caps. Amortization expense was approximately $0.2 for the three months ending March 31, 2016.
In May 2016, the Company entered into three interest rate cap agreements as economic hedges against the risk of a rise in interest rates and the associated cash flows on its variable rate debt. The Company is paying the $5.5 premium of the caps equally over eleven quarters beginning on March 31, 2017. The Company elected not to apply hedge accounting to these interest rate caps therefore changes in the fair value of the interest rate caps are recorded in other income (expense), net in the condensed consolidated statements of operations. The Company recorded a loss of $1.3 for the three months ended March 31, 2017 of which $0.5 was a realized loss. The notional value of the contracts aggregated were $800.0 as of March 31, 2017 and will remain constant through maturity in September 2019.
Commodity Futures Contracts
Prior to fiscal 2017, the company utilized fuel derivative instruments (commodity futures contracts) as economic hedges of the risk that fuel prices would fluctuate. The Company has used financial derivative instruments for both short-term and long-term time frames and utilized fixed price swap agreements to manage the identified risk. The Company does not currently have plans to enter into derivative financial instruments for trading or speculative purposes. All fuel derivative contracts entered into by the Company expired prior to fiscal 2017. Changes in the fair value and settlements of the fuel derivative instruments were recorded in other income (expense), net in the condensed consolidated statements of operations. The Company recorded losses of $0.6 for the three months ended March 31, 2016.
Income Taxes
Income Taxes
Income Taxes

The Company’s effective income tax benefit rate for the three months ended March 31, 2017 and 2016 was 40.2% and 32.9%, respectively. We evaluate our effective income tax rate at each interim period and adjust it accordingly as facts and circumstances warrant. The difference between income taxes computed at the federal statutory rate of 35% and reported income taxes for the three months ended March 31, 2017 was primarily due to the favorable impact of the change in recorded valuation allowance and the favorable impact of state and local taxes. The difference between income taxes computed at the federal statutory rate of 35% and reported income taxes for the three months ended March 31, 2016 was primarily due to the unfavorable impact of the change in recorded valuation allowance and the unfavorable impact of permanently non-deductible expenses.
As of March 31, 2017, we have $10.2 of liabilities associated with unrecognized tax benefits and related interest. These liabilities are primarily included as a component of long-term “Other liabilities” in our condensed consolidated balance sheet because the Company generally does not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. We are not able to reasonably estimate when we would make any cash payments required to settle these liabilities, but we do not believe that the ultimate settlement of our obligations will materially affect our liquidity.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Financial Instruments
The Company has obtained letters of credit, performance bonds and insurance policies for the performance of landfill final capping, closure and post-closure requirements, environmental remediation, and other obligations. Letters of credit are supported by the Company’s Revolver (Note 5).
The Company does not expect that any claims against or draws on these instruments would have a material adverse effect on the Company’s condensed consolidated financial statements. The Company has not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for its current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, the Company continues to evaluate various options to access cost-effective sources of financial assurance.

Insurance
The Company carries insurance coverage for protection of its assets and operations from certain risks including automobile liability, general liability, real and personal property, workers' compensation, directors and officers liability, pollution, legal liability and other coverages the Company believes are customary to the industry. The Company's exposure to loss for insurance claims is generally limited to the per incident deductible, or self-insured retention, under the related insurance policy. Its exposure, however, could increase if its insurers are unable to meet their commitments on a timely basis.
The Company has retained a significant portion of the risks related to its automobile, general liability, workers' compensation and health claims programs. For its self-insured retentions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation and internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from the Company's assumptions used. The Company does not expect the impact of any known casualty, property, environmental or other contingency to have a material impact on its financial condition, results of operations or cash flows.
 
Litigation and Other Matters
In February 2009, the Company and certain of its subsidiaries were named as defendants in a purported class action suit in the Circuit Court of Macon County, Alabama. Similar class action complaints were brought against the Company and certain of its subsidiaries in 2011 in Duval County, Florida and in 2013 in Quitman County, Georgia and Barbour County, Alabama, and in 2014 in Chester County, Pennsylvania. The 2013 Georgia complaint was dismissed in March 2014. In late 2015 in Gwinnett County, Georgia, another purported class action suit was filed. The plaintiffs in those cases primarily allege that the defendants charged improper fees (fuel, administrative and environmental fees) that were in breach of the plaintiffs' service agreements with the Company and seek damages in an unspecified amount. The Company believes that it has meritorious defenses against these purported class actions, which it will vigorously pursue. Given the inherent uncertainties of litigation, including the early stage of these cases, the unknown size of any potential class, and legal and factual issues in dispute, the outcome of these cases cannot be predicted and a range of loss, if any, cannot currently be estimated.
In November 2014, the Attorney General of the State of Vermont filed a complaint against the Company relating to the Moretown, Vermont landfill regarding alleged odor and other environmental-related noncompliances with environmental laws and regulations and environmental permits. In the complaint, the Attorney General requested that the State of Vermont Superior Court find the Company liable for the alleged noncompliances, issue related civil penalties, and order the Company to reimburse the State of Vermont for enforcement costs. While the complaint does not specify a monetary penalty, prior correspondence from the Attorney General of the State of Vermont indicates that it may seek a penalty relating to the alleged noncompliances that is not expected to be material. Given the inherent uncertainties of litigation, including the early stage of this case, the outcome cannot be predicted and a range of loss, if any, cannot currently be estimated.

In February 2017, a waste slide occurred in one cell at the Company’s Greentree Landfill in Kersey, Pennsylvania. During the three months ended March 31, 2017, the Company recorded a charge in operating expenses of $5.4, representing the Company’s current estimate of probable costs to relocate displaced material and restore infrastructure, net of estimated insurance recoveries. Actual costs could vary depending on actual insurance recoveries and actual expenses incurred.
The Company is subject to various other proceedings, lawsuits, disputes and claims and regulatory investigations arising in the ordinary course of its business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against the Company include commercial, customer, and employment-related claims. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered in part by insurance. Although the Company cannot predict the ultimate outcome and the range of loss cannot be currently estimated, the Company does not believe that the eventual outcome of any such action could have a material adverse effect on its business, financial condition, results of operations, or cash flows.     

Multiemployer Defined Benefit Pension Plans
Approximately 13.1% of the Company’s workforce is covered by collective bargaining agreements with various local unions across its operating regions. As a result of some of these agreements, certain of the Company’s subsidiaries are participating employers in a number of trustee-managed multiemployer, defined benefit pension plans for the affected employees. In connection with its ongoing renegotiation of various collective bargaining agreements, the Company may discuss and negotiate for the complete or partial withdrawal from one or more of these pension plans. A complete or partial withdrawal from a multiemployer pension plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. The Company is not aware of any such actions in connection with continuing operations. As a result of certain discontinued operations, the Company is potentially exposed to certain withdrawal liabilities. The Company does not believe that any future withdrawals, individually or in the aggregate, from the multiemployer plans to which it contributes could have a material adverse effect on the Company's business, financial condition or liquidity. However, such withdrawals could have a material adverse effect on the Company's results of operations for a particular reporting period, depending on the number of employees withdrawn in any future period and the financial condition of the multiemployer plan(s) at the time of such withdrawal(s).

Tax Matters

The Company has open tax years dating back to 2000 in certain jurisdictions. Prior to the acquisition, MW Star Holdings, Corp. (Veolia ES Solid Waste division) was part of a consolidated group and is still subject to IRS and state examinations dating back to 2004. Pursuant to the terms of the acquisition of Veolia ES Solid Waste, Inc., the Company is entitled to certain indemnifications for Veolia ES Solid Waste Division's pre-acquisition tax liabilities.
The Company maintains a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse impact on the Company's results of operations or cash flows.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
Assets and Liabilities Accounted for at Fair Value
In measuring fair values of assets and liabilities, the Company uses valuation techniques that maximize the use of observable inputs (Level 1) and minimize the use of unobservable inputs (Level 3). The Company also uses market data or assumptions that it believes market participants would use in pricing an asset or liability, including assumptions about risk when appropriate. The carrying value for certain of the Company's financial instruments approximate fair value because of their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following:
 
 
 
Fair Value Measurement at March 31, 2017
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.7

 
$
1.7

 
$

 
$

 
$

 
$
1.7

Interest rate caps - asset position
1.5

 

 
1.5

 

 

 
1.5

Total recurring fair value measurements
$
3.2

 
$
1.7

 
$
1.5

 
$

 
$

 
$
3.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement at December 31, 2016
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.2

 
$
1.2

 
$

 
$

 
$

 
$
1.2

Interest rate caps - asset position
2.3




2.3






2.3

Total recurring fair value measurements
$
3.5


$
1.2


$
2.3


$


$


$
3.5


The fair value of the interest rate caps are determined using standard option valuation models with assumptions about interest rates based on those observed in underlying markets (Level 2 in fair value hierarchy).
Fair Value of Debt
The fair value of the Company’s debt (Level 2) is estimated using indirectly observable market inputs, except for the Revolver for which cost approximates fair value due to the short-term nature of the interest rate. Although the Company has determined the estimated fair value amounts using quoted market prices, considerable judgment is required in interpreting the information and in developing the estimated fair values. Therefore, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The fair value estimates are based on information available as of March 31, 2017 and December 31, 2016, respectively.

The estimated fair value of the Company’s debt is as follows:
 
March 31,
2017
 
December 31,
2016
Revolver
$
22.0


$

Senior Notes
430.8


425.5

Term Loan B
1,488.3


1,495.7


$
1,941.1


$
1,921.2


The carrying value of the Company’s debt at March 31, 2017 and December 31, 2016 was $1,923.3 and $1,905.0, respectively.
Stock-based Compensation
Stock-Based Compensation
Stock-based Compensation

Named Executive Officer (NEO) Grants
During the quarter ended March 31, 2017, there were 50,464 NEO restricted stock units granted under the 2016 Omnibus Equity Plan (the "2016 Plan") with a fair value of $22.00 per share. The restricted stock units will vest in three equal installments over each of the first three anniversaries of the date of the grant.
During the quarter ended March 31, 2017, there were 100,930 NEO performance stock units (PSUs) granted under the 2016 Plan with a fair value of $22.00 per share. The PSUs will vest in full on the third anniversary of the date of the grant. The PSUs shall be measured based on the Company's budget and are weighted as follows: Adjusted EBITDA: 50%; Adjusted EBITDA less capital expenditures: 30%; and Revenue: 20%. The measurement criteria begins with an attainment of 90% of the budget which results in vesting of 25% of the shares underlying the PSUs granted and ends with an attainment of 110% of the budget which results in vesting of 175% of the shares underlying the PSUs granted. Performance will be measured separately for each of the three years in the performance period and the total number of PSUs earned at the conclusion of the three-year performance period will be the sum of the PSUs earned with respect to each individual year.
During the quarter ended March 31, 2017, there were 213,507 NEO options granted under the 2016 Plan. Each option had an estimated fair value of $5.20 per option on the date of grant and each option had an exercise price of $22.00. The options will vest in three equal installments over each of the first three anniversaries of the date of the grant. The contractual term of each option is ten years.
During the quarter ended March 31, 2017, 118,217 performance options were granted to the Company's Chief Executive Officer based on fiscal 2016 performance criteria. Each option had an estimated fair value of $5.86 per option on the date of grant and each option had an exercise price of $23.30. The options will vest in full on the third anniversary of the date of the grant. The contractual term of each option is ten years.
Non-Employee Director Grants
During the quarter ended March 31, 2017, there were 4,545 restricted stock units granted under the 2016 Plan to non-employee directors with a fair value of $22.00 per share. The restricted stock units will vest in three equal installments over each of the first three anniversaries of the date of the grant.

Annual Stock Option Grants
During the quarter ended March 31, 2017, there were 788,500 annual options granted under the 2016 Plan for employees other than the NEO's. Each option had an estimated fair value of $5.32 per option on the date of grant and each option had an exercise price of $22.00. The options will vest 20% on date of grant and 20% in four equal installments over each of the first four anniversaries of the date of the grant. The contractual term of each option is ten years.
Acquisitions
Acquisitions
Acquisitions
Four acquisitions were completed during the three months ended March 31, 2017 for aggregate prices consisting of a cash purchase price, net of cash acquired, of $67.9 and notes payable of $0.7, subject to net working capital adjustments and other commitments, which are expected to be completed within approximately one year. The goodwill recognized of $26.8 represents synergies from the combined operations of the acquired entities and the Company. The Company is still reviewing information surrounding property and equipment, intangible assets, current liabilities and long-term liabilities resulting from the acquisitions, which may result in changes to the Company’s preliminary purchase price allocation during subsequent periods. Transaction costs related to these acquisitions were not significant for the quarter ended March 31, 2017. The results of operations of each acquisition are included in the consolidated statements of operations of the Company subsequent to the closing date of each acquisition.
 
The following table summarizes the estimated fair values of the assets acquired, net of cash acquired, during the quarter ended March 31, 2017:
 
March 31, 2017
Current assets
$
3.3

Property and equipment
58.8

Goodwill
26.8

Other intangible assets
4.1

Total assets acquired
93.0

Current liabilities
3.8

Accrued landfill retirement obligations
3.9

Deferred tax liability
17.4

Total liabilities assumed
25.1

Net assets acquired
$
67.9


The following table presents the allocation of the purchase price to other intangible assets:
 
March 31, 2017
Customer lists and contracts
$
3.8

Noncompete
0.1

Other
0.2

 
$
4.1


The amount of goodwill recorded related to these acquisitions for the South Segment, East Segment, and Midwest Segment was $0.0, $26.6, and $0.2, respectively. The amount of goodwill deductible for tax purposes related to these acquisitions is $0.2.
The weighted average life of other intangible assets in years is as follows:
Customer lists and contracts
16
Noncompete
5
Subsequent Events
Subsequent Events
Subsequent Events

Collection Operations Facility Lease

On May 1, 2017, the Company commenced a capital lease for a 22,500 square foot building and related improvements near Orlando, Florida. The Company plans to operate the premises as a terminal for the storage and maintenance of collection vehicles. The lease shall terminate on the last day of the tenth lease year and the Company shall have the right to extend the term of the lease for five consecutive periods of five years each. The Company expects to record approximately $7.2 of property and equipment and $7.2 of long term debt, less current maturities, on the balance sheet during the second quarter of fiscal 2017.

Intangible Asset Impairment
 
The Company has collection operations in South Carolina which operates in a competitor owned disposal market that does not align with the Company's long-term market strategy of vertically integrated operations with Company owned disposal sites or marketplace neutral disposal sites. During April of fiscal 2017, facts and circumstances led the Company to evaluate the long-term market strategy for the South Carolina collection operations and re-evaluate the cash flows provided by this market. The Company determined it appropriate to impair certain intangible assets that were recorded as part of the purchase accounting when these entities were acquired. Based on these facts and circumstances, the Company anticipates recording an intangible asset impairment charge of $13.1 during the second quarter of fiscal 2017.
Basis of Presentation (Policies)
The Company’s condensed consolidated financial statements include its wholly-owned subsidiaries and their respective subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
In conformity with accounting principles generally accepted in the United States of America, the Company uses estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. The Company must make these estimates and assumptions because certain information that it uses is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing the Company's financial statements, the more subjective areas that deal with the greatest amount of uncertainty relate to: accounting for long-lived assets, including recoverability; landfill development costs, final capping, closure and post-closure costs; valuation allowances for accounts receivable and deferred tax assets; liabilities for potential litigation; claims and assessments; liabilities for environmental remediation; stock compensation; accounting for goodwill and intangible asset impairments; deferred taxes; uncertain tax positions; self-insurance reserves; and estimates of the fair value of assets acquired and liabilities assumed in any acquisition. Actual results could differ materially from the estimates and assumptions that the Company uses in preparation of its financial statements.
Recently Issued Accounting Standards

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 which simplifies the goodwill impairment test by eliminating step 2 of the quantitative assessment. Under the guidance, when a quantitative assessment is required, an entity will perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be measured as the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, entities should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amended guidance is effective for the Company on January 1, 2020 and early adoption of the standard is permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a screen to determine when a set of assets and activities is not a business. If the screen is not met, the amendments require further consideration of inputs, substantive processes and outputs to determine whether the transaction is an acquisition of a business. The new update is effective for annual periods beginning after December 15, 2017 with early adoption permitted. The Company's early adoption on January 1, 2017 did not have an impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required to increase transparency and comparability among organizations. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the standard is permitted, however; the Company does not expect to early adopt the ASU. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. While the Company is still assessing the impact of this standard, it does not believe this standard will have a material impact on the Company's financial condition, results of operations or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes previous revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company anticipates adopting the standard as a cumulative effect adjustment as of the date of adoption.

To assess the impact of the standard, the Company is using internal resources to lead the implementation efforts. The Company's internal resources reviewed the amended guidance, attended training classes and consulted with other accounting professionals to assist with interpretation of the amended guidance. The Company completed a review of its municipal contracts and documented key terms. The Company is in the process of sampling additional contracts based on size and specifically identified contract characteristics that could be accounted for differently under the amended guidance. Changes to processes and internal controls are being identified to meet the standard’s reporting and disclosure requirements. The Company is still in the process of determining if the new standard will impact the timing of revenue recognition.
Landfill Liabilities (Tables)
Summary of Liabilities for Final Closure and Post-Closure Costs
Liabilities for final closure and post-closure costs for the year ended December 31, 2016 and for the three months ended March 31, 2017 are shown in the table below:
Balance at December 31, 2015
$
193.7

Increase in retirement obligation
9.3

Accretion of closure and post-closure costs
13.0

Change in estimate
(7.4
)
Costs incurred
(17.5
)
Balance at December 31, 2016
191.1

Increase in retirement obligation
2.1

Accretion of closure and post-closure costs
3.6

Costs incurred
(0.8
)
Assumption of long term care and closure reserves
27.9

Balance at March 31, 2017
223.9

Less: Current portion
(30.2
)

$
193.7

Loss Per Share (Tables)
Computation of Basic and Dilutive Loss Per Share
The following table sets forth the computation of basic loss per share and loss per share, assuming dilution:

 
Three Months Ended March 31,

 
2017

2016
Numerator: (Dollars in millions)







Net loss
$
(7.0
)

$
(14.3
)
Denominator:





Average common shares outstanding
88,136,714


64,493,536


Other potentially dilutive common shares




Average common shares outstanding, assuming dilution
88,136,714


64,493,536









Net loss per share, basic
$
(0.08
)

$
(0.22
)

Net loss per share, assuming dilution
$
(0.08
)

$
(0.22
)
Debt (Tables)
Summary of Major Components of Debt
The following table summarizes the major components of debt at each balance sheet date and provides the maturities and interest rate ranges of each major category of debt:
 
March 31,
2017
 
December 31,
2016
Revolving line of credit with lenders (Revolver), interest at applicable rate plus margin, as defined (3.88% and 4.49% at March 31, 2017 and December 31, 2016, respectively) due quarterly; balance due at maturity in November 2021
$
22.0

 
$

Term loans (Term Loan B); quarterly payments of $3.75 commencing March 31, 2017 through September 30, 2023 with final payment due November 10, 2023; interest at an alternate base rate or adjusted LIBOR rate with a 0.75% floor plus an applicable margin
1,476.3

 
1,480.0

Senior notes (Senior Notes) payable; interest at 5.625% payable in arrears semi-annually commencing May 15, 2017; maturing on November 15, 2024
425.0

 
425.0

Capital lease obligations, maturing through 2024
45.6

 
42.5

Other debt
13.9

 
15.1

 
1,982.8

 
1,962.6

Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt
(37.7
)
 
(39.1
)
Less: Current portion
(56.5
)
 
(36.5
)
 
$
1,888.6

 
$
1,887.0

Derivative Instruments and Hedging Activities (Tables)
Summary of Fair Values of Derivative Instruments Recorded in Condensed Consolidated Balance Sheets
The following table summarizes the fair values of derivative instruments recorded in the Company’s condensed consolidated balance sheets:

 
Balance Sheet Location
 
March 31, 2017
 
December 31,
2016
Derivatives Not Designated as Hedging Instruments








2016 Interest rate caps

Other long term assets

$
1.5


$
2.3

Total derivatives



$
1.5


$
2.3

Fair Value Measurements (Tables)
The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following:
 
 
 
Fair Value Measurement at March 31, 2017
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.7

 
$
1.7

 
$

 
$

 
$

 
$
1.7

Interest rate caps - asset position
1.5

 

 
1.5

 

 

 
1.5

Total recurring fair value measurements
$
3.2

 
$
1.7

 
$
1.5

 
$

 
$

 
$
3.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement at December 31, 2016
Reporting Date Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Gains
(Losses)
 
Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1.2

 
$
1.2

 
$

 
$

 
$

 
$
1.2

Interest rate caps - asset position
2.3




2.3






2.3

Total recurring fair value measurements
$
3.5


$
1.2


$
2.3


$


$


$
3.5

The estimated fair value of the Company’s debt is as follows:
 
March 31,
2017
 
December 31,
2016
Revolver
$
22.0


$

Senior Notes
430.8


425.5

Term Loan B
1,488.3


1,495.7


$
1,941.1


$
1,921.2

Acquisitions (Tables)
The following table summarizes the estimated fair values of the assets acquired, net of cash acquired, during the quarter ended March 31, 2017:
 
March 31, 2017
Current assets
$
3.3

Property and equipment
58.8

Goodwill
26.8

Other intangible assets
4.1

Total assets acquired
93.0

Current liabilities
3.8

Accrued landfill retirement obligations
3.9

Deferred tax liability
17.4

Total liabilities assumed
25.1

Net assets acquired
$
67.9

The following table presents the allocation of the purchase price to other intangible assets:
 
March 31, 2017
Customer lists and contracts
$
3.8

Noncompete
0.1

Other
0.2

 
$
4.1

The weighted average life of other intangible assets in years is as follows:
Customer lists and contracts
16
Noncompete
5
Business Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
company
Segment
Mar. 31, 2016
acquisition
Business Acquisition [Line Items]
 
 
Number of reportable operating segments
 
Number of acquisitions completed
Consideration transferred
$ 67.9 
 
Amount of notes payable incurred as part of consideration transferred
0.7 
 
Consideration transferred, cash
 
1.4 
Consideration transferred, notes payable
 
0.2 
Assumption of long term care and closure reserve
24.0 
BFI Waste Systems of North America, LLC
 
 
Business Acquisition [Line Items]
 
 
Assumption of long term care and closure reserve
$ 24.0 
 
Landfill Liabilities - Summary of Liabilities for Final Closure and Post-Closure Costs (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
 
Beginning balance
$ 191.1 
$ 193.7 
$ 193.7 
Increase in retirement obligation
2.1 
 
9.3 
Accretion of closure and post-closure costs
3.6 
3.3 
13.0 
Change in estimate
 
 
(7.4)
Costs incurred
(0.8)
 
(17.5)
Assumption of long term care and closure reserves
27.9 
 
 
Ending balance
223.9 
 
191.1 
Less: Current portion
(30.2)
 
 
Noncurrent portion
$ 193.7 
 
 
Loss Per Share (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Numerator:
 
 
Net income (loss)
$ (7.0)
$ (14.3)
Denominator:
 
 
Average common shares outstanding (in shares)
88,136,714 
64,493,536 
Other potentially dilutive common shares (in shares)
Average common shares outstanding, assuming dilution (in shares)
88,136,714 
64,493,536 
Net loss per share, basic (in dollars per share)
$ (0.08)
$ (0.22)
Net loss per share, assuming dilution (in dollars per share)
$ (0.08)
$ (0.22)
Stock Option
 
 
Denominator:
 
 
Other potentially dilutive common shares (in shares)
3,800,000 
3,900,000 
Debt - Summary of Major Components of Debt - Principal (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Capital lease obligations, maturing through 2024
$ 45.6 
$ 42.5 
Other debt
13.9 
15.1 
Long-term debt, gross
1,982.8 
1,962.6 
Less: Original issue discount
(37.7)
(39.1)
Less: Current portion
(56.5)
(36.5)
Long-term debt, less original issue discount and current maturities
1,888.6 
1,887.0 
Revolver
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
22.0 
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
1,476.3 
1,480.0 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
$ 425.0 
$ 425.0 
Debt - Summary of Major Components of Debt - Interest Rates (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Revolver
 
 
Debt Instrument [Line Items]
 
 
Line of credit interest rate
3.88% 
4.49% 
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Debt periodic principal payment
$ 3.75 
$ 3.75 
Term Loan B |
LIBOR
 
 
Debt Instrument [Line Items]
 
 
Debt reference rate
0.75% 
0.75% 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Debt interest rate
5.625% 
5.625% 
Debt - Additional Information (Details) (USD $)
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Letters of credit outstanding
$ 42,100,000 
$ 42,100,000 
Revolver
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
22,000,000 
Revolving Credit Facility
 
 
Debt Instrument [Line Items]
 
 
Line of credit maximum borrowing capacity
300,000,000.0 
 
Letters of Credit
 
 
Debt Instrument [Line Items]
 
 
Line of credit maximum borrowing capacity
$ 100,000,000.0 
 
Derivative Instruments and Hedging Activities - Summary of Fair Values of Derivative Instruments Recorded in Condensed Consolidated Balance Sheets (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
Total derivatives
$ 1.5 
$ 2.3 
Not Designated as Hedging Instrument |
Interest rate caps |
Other long term assets
 
 
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
2016 Interest rate caps
$ 1.5 
$ 2.3 
Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Mar. 31, 2016
Derivatives Designated as Hedging Instruments
Interest rate caps
Dec. 31, 2012
Derivatives Designated as Hedging Instruments
Interest rate caps
Agreement
Dec. 31, 2012
Derivatives Designated as Hedging Instruments
Interest rate caps
Other assets
Mar. 31, 2017
Not Designated as Hedging Instrument
Interest rate caps
May 31, 2016
Not Designated as Hedging Instrument
Interest rate caps
Agreement
Mar. 31, 2017
Not Designated as Hedging Instrument
Interest rate caps
Other Income (Expense), Net
Mar. 31, 2016
Not Designated as Hedging Instrument
Fuel commodity derivatives
Other Income (Expense), Net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
 
 
 
 
 
 
 
 
 
Number of interest rate cap agreements
 
 
 
 
 
 
 
Premium included in other assets from condensed consolidated balance sheet
 
 
 
 
$ 5.0 
 
$ 5.5 
 
 
Amortization of option interest rate cap premium
0.2 
0.2 
 
 
 
 
 
 
Changes in the fair value and settlements of fuel derivative instruments
 
 
 
 
 
 
 
1.3 
0.6 
Realized loss recognized due to fair value changes and settlement of fuel derivative instruments
 
 
 
 
 
 
 
0.5 
 
Notional amounts of the contracts
 
 
 
 
 
$ 800.0 
 
 
 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Tax Disclosure [Abstract]
 
 
Effective income tax rate continuing operations
40.20% 
32.90% 
Federal statutory tax rate
35.00% 
35.00% 
Unrecognized tax benefits and related interest
$ 10.2 
 
Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
 
Environmental remediation expense
$ 5.4 
Percentage of workforce covered under collective bargaining
13.10% 
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Recurring, USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Total Fair Value
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
$ 1.7 
$ 1.2 
Derivative instruments - Asset position
1.5 
2.3 
Total recurring fair value measurements
3.2 
3.5 
Total Fair Value |
Level 1
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
1.7 
1.2 
Derivative instruments - Asset position
Total recurring fair value measurements
1.7 
1.2 
Total Fair Value |
Level 2
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
Derivative instruments - Asset position
1.5 
2.3 
Total recurring fair value measurements
1.5 
2.3 
Total Fair Value |
Level 3
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
Derivative instruments - Asset position
Total recurring fair value measurements
Total Gains (Losses)
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
Derivative instruments - Asset position
Total recurring fair value measurements
Carrying Value
 
 
Recurring fair value measurements
 
 
Cash and cash equivalents
1.7 
1.2 
Derivative instruments - Asset position
1.5 
2.3 
Total recurring fair value measurements
$ 3.2 
$ 3.5 
Fair Value Measurements - Estimated Fair Value of Company's Debt (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Debt instruments carrying value
$ 1,923.3 
$ 1,905.0 
Level 2
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
1,941.1 
1,921.2 
Level 2 |
Revolver
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
22.0 
Level 2 |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
430.8 
425.5 
Level 2 |
Term Loan B
 
 
Debt Instrument [Line Items]
 
 
Estimated fair value debt
$ 1,488.3 
$ 1,495.7 
Stock-based Compensation (Details) (USD $)
3 Months Ended
Mar. 31, 2017
Performance Option |
CEO
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Options grant date fair value (in dollars per share)
$ 5.86 
Expiration period of awards
10 years 
Number of full potential grants available (in shares)
118,217 
Weighted average exercise price (in dollars per share)
$ 23.30 
2016 Plan |
NEO Restricted Stock
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Number of awards granted in period (in shares)
50,464 
Fair value of awards granted in period (in dollars per share)
$ 22.00 
Vesting period (in years)
3 years 
2016 Plan |
NEO PUSs
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Number of awards granted in period (in shares)
100,930 
Fair value of awards granted in period (in dollars per share)
$ 22.00 
Vesting period (in years)
3 years 
Measurement percentage based on Parent's budget, EBITDA
50.00% 
Measurement percentage based on Parent's budget, Free Cash Flow
30.00% 
Measurement percentage based on Parent's budget, Revenue
20.00% 
Budget attainment beginning percentage
90.00% 
Budget attainment beginning earning percentage
25.00% 
Budget attainment ending percentage
110.00% 
Budget attaintment ending earning percentage
175.00% 
2016 Plan |
NEO Option
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting period (in years)
3 years 
Number of options granted in period (in shares)
213,507 
Options grant date fair value (in dollars per share)
$ 5.20 
Expiration period of awards
10 years 
Weighted average exercise price (in dollars per share)
$ 22.00 
2016 Plan |
NEO Option |
First Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
33.33% 
2016 Plan |
NEO Option |
Second Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
33.33% 
2016 Plan |
NEO Option |
Third Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
33.33% 
2016 Plan |
Restricted Stock Units (RSUs) |
Non-Employee Director
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Number of awards granted in period (in shares)
4,545 
Fair value per share of (in dollars per share)
$ 22.00 
2016 Plan |
Annual Grants
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Number of options granted in period (in shares)
788,500 
Options grant date fair value (in dollars per share)
$ 5.32 
Expiration period of awards
10 years 
Weighted average exercise price (in dollars per share)
$ 22.00 
Vesting percentage of awards
20.00% 
2016 Plan |
Annual Grants |
First Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
20.00% 
2016 Plan |
Annual Grants |
Second Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
20.00% 
2016 Plan |
Annual Grants |
Third Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
20.00% 
2016 Plan |
Annual Grants |
Fourth Anniversary of Grant Date
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting percentage of awards
20.00% 
Acquisitions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
company
Mar. 31, 2016
acquisition
Dec. 31, 2016
Business Acquisition [Line Items]
 
 
 
Number of companies acquired
 
Consideration transferred
$ 67.9 
 
 
Amount of notes payable incurred as part of consideration transferred
0.7 
 
 
Goodwill
1,200.7 
 
1,173.9 
Goodwill, acquisition deductible for tax purposes
0.2 
 
 
South
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
 
 
East
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
26.6 
 
 
Midwest
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill, acquisition
0.2 
 
 
Business Acquisition
 
 
 
Business Acquisition [Line Items]
 
 
 
Goodwill
$ 26.8 
 
 
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Business Acquisition [Line Items]
 
 
Goodwill
$ 1,200.7 
$ 1,173.9 
Business Acquisition
 
 
Business Acquisition [Line Items]
 
 
Current assets
3.3 
 
Property and equipment
58.8 
 
Goodwill
26.8 
 
Other intangible assets
4.1 
 
Total assets acquired
93.0 
 
Current liabilities
3.8 
 
Accrued landfill retirement obligations
3.9 
 
Deferred tax liability
17.4 
 
Total liabilities assumed
25.1 
 
Net assets acquired
$ 67.9 
 
Acquisitions - Purchase Price Allocation to Other Intangible Assets (Details) (Business Acquisition, USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Business Acquisition [Line Items]
 
Other intangible assets
$ 4.1 
Customer lists and contracts
 
Business Acquisition [Line Items]
 
Other intangible assets
3.8 
Noncompete
 
Business Acquisition [Line Items]
 
Other intangible assets
0.1 
Other
 
Business Acquisition [Line Items]
 
Other intangible assets
$ 0.2 
Acquisitions - Weighted Average Remaining Life of Other Intangible Assets (Details) (Business Acquisition)
3 Months Ended
Mar. 31, 2017
Customer lists and contracts
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Weighted average remaining life of other intangible assets
16 years 
Noncompete
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Weighted average remaining life of other intangible assets
5 years 
Subsequent Events (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 0 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Jun. 30, 2017
Scenario, Forecast
South Carolina
Customer lists and contracts
Jun. 30, 2017
Scenario, Forecast
Property and Equipment
May 1, 2017
Subsequent Event
Building and Building Improvements
Orlando, FL
May 1, 2017
Subsequent Event
Building and Building Improvements
Orlando, FL
sqft
extension_period
Subsequent Event [Line Items]
 
 
 
 
 
 
Area of leased property
 
 
 
 
 
22,500 
Capital lease, term of contract
 
 
 
 
10 years 
 
Capital lease, number of period extension options
 
 
 
 
 
Capital lease, term of contract, additional extension period
 
 
 
 
5 years 
 
Capital leased assets
 
 
 
$ 7.2 
 
 
Capital lease obligations, net of current maturities
45.6 
42.5 
 
7.2 
 
 
Impairment of intangible assets
 
 
$ 13.1